CERTIFICATE OF INCORPORATION OF AMERICAN ASSOCIATION OF ANATOMISTS, INC.
(Under Section 805 of the New York Not-for-Profit Corporation Law)
AMERICAN ASSOCIATION OF ANATOMISTS, INC. (the "Corporation"), does hereby certify:
1. The name of the Corporation is American Association of Anatomists, Inc.
2. The Certification of Incorporation was filed with the Department of State on December 31, 1946 pursuant to the Membership Corporations Law of the State of New York.
3. The Corporation is a corporation as defined in subparagraph (a) (5) of Section 102 of the Not-for-Profit Corporation law of the State of New York and is a type B corporation under Section 201 of said Law.
4. The members and the Board of Directors of the Corporation have declared it necessary and advisable that the Certificate of Incorporation of the Corporation be amended to effect certain changes consistent with the requirements of the Not-for-Profit Corporation Law of the State of New York and the Internal Revenue Code of 1986, as amended. To effect such amendment, the Certificate of Incorporation is amended as follows:
(a) The Preamble to the Certificate of Incorporation shall be amended by deleting the language "membership corporation" and inserting the language "not-for-profit corporation" and by deleting the language "Membership Corporations Law" and by inserting the language "Not-for-Profit Corporation Law" so that the Preamble shall read as follows:
"We, the undersigned, for the purpose of forming a not-for-profit corporation, pursuant to the Not-for-Profit Corporation Law of the State of New York, hereby certify:"
(b) ARTICLE FIRST shall be amended by adding "(the "Association")" at the end of the Article so that ARTICLE FIRST shall read as follows:
FIRST - The name of the proposed corporation shall be the AMERICAN ASSOCIATION OF ANATOMISTS, Inc. (the "Association")."
(c) ARTICLES SECOND through FIFTH shall be amended by deleting such Articles in their entirety and the following ARTICLES SECOND through TWELFTH shall be substituted therefor:
"SECOND - CLASSIFICATION: The Association is a corporation as defined in subparagraph (a) (5) of Section 102 of the Not-for-Profit Corporation Law and shall be a Type B corporation under Section 201 of the Not-for-Profit Corporation Law.
"THIRD - PURPOSE: The purposes for which the Association is formed are exclusively charitable and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and shall include:
"(i) the advancement of the Anatomical Sciences; and
"(ii) conducting any other activities that may be necessary, useful, or desirable for the furtherance of accomplishment of the foregoing purpose, provided that those activities would not endanger the Association's not-for-profit or tax-exempt status.
"Nothing herein shall be construed as authorizing the Association to operate a nursery school, an elementary school, a secondary school, an institution of higher learning, a library, or an institution of any of the professions designated in Title VIII of the Education Law, or any other operation described in Section 404 (b) - (v) of the Not-for-Profit Corporation Law or in Section 460-a of the Social Services Law.
"FOURTH - POWERS: In furtherance of the foregoing purposes, the Association shall have all of the general powers enumerated in Section 202 of the Not-for-Profit Corporation Law together with the power to solicit grants and contributions for any corporate purpose. The Association shall have the right to exercise such other powers as now are, or hereafter may be, conferred by law upon a corporation organized for the purposes hereinabove set forth or necessary or incidental to the powers so conferred.
"FIFTH - FEDERAL INCOME TAX EXEMPTION: Notwithstanding any other provision of these articles, the Association is organized exclusively for charitable and educational purposes, as specified in Section 501(c) (3) of the Code, and shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (c) (3) of the Code.
"SIXTH - NO PRIVATE INUREMENT: The Association is not formed for pecuniary profit or for financial gain, and no part of its assets, income, or profit shall be distributed to, or inure to the benefit of, any private individual. Reasonable compensation, however, may be paid for services rendered to or for the Association in furtherance of one or more of its purposes.
"SEVENTH - LOBBYING AND PARTICIPATION IN POLITICAL CAMPAIGNS: No substantial part of the activities of the Association shall be devoted to carrying on propaganda or otherwise attempting to influence legislation (except to the extent authorized by Section 501 (h) of the Code, during any fiscal year or years in which the Association has chosen to utilize the benefits authorized by that statutory provision), and the Association shall not participate or intervene (including the publishing or distributing of statements) in any political campaign on behalf of, or in opposition to, any candidate for public office.
"EIGHTH - FEDERAL EXCISE TAXES: If the Association is at any time deemed to be a private foundation within the meaning of section 509 of the Code, then for the period in which the Association is so deemed, it shall distribute its income for each taxable year in such manner and at such times as not to be subject to tax under section 4942 of the Code. In addition, if the Association is at any time deemed to be a private foundation within the meaning of Section 509 of the Code, the Association shall not engage in any act of self-dealing (as defined in Section 4941 (d) of the Code), retain any excess business holdings (as defined in Section 4943(c) of the Code), make any investments in such manner as to subject the Association to tax under Section 4944 of the Code, or make any taxable expenditures (as defined in Section 4945 (d) of the Code).
"NINTH - OFFICES: An office of the Association shall be located in the County of New York, City and State of New York. Beginning January 1, 2000, the books and records shall be kept at the National Office of the Association.
"TENTH - MEMBERS: The Association shall have five classes of members. The rights and conditions of membership shall be stated in the By-Laws of the Association. As provided in Section 614 (a) of the Not-for-Profit Corporation Law, the written consent of two-thirds of the members of the Association shall be sufficient for any corporate action required or permitted to be taken by vote of the members without a meeting.
"ELEVENTH - DESIGNATED AGENT: The Secretary of State is hereby designated as agent of the Association upon whom process against the Association may be served. The post office address to which the Secretary shall mail a copy of any process against the Association served upon him or her is:
Michael D. Gershon, M.D., Chairman
Department of Anatomy & Cell Biology
The Columbia University College of Physicians & Surgeons
630 West 168th Street
New York, NY 10032
"TWELFTH - DISSOLUTION: In the event of dissolution, the assets and property of the Association remaining after payment of expenses and the satisfaction of all liabilities shall be distributed as determined by the Board of Directors and as approved by a court of competent jurisdiction, to charitable organizations then qualified under Section 501 (c) (3) of the Code. Any of the Association's assets not so distributed shall be disposed of for such purposes as approved by a Justice of the Supreme Court of the State of New York or such other court having jurisdiction over the Association."
(d) ARTICLE SIXTH shall be amended by deleting the word "SIXTH" and substituting therefor the word "THIRTEENTH" so that ARTICLE SIXTH shall be redesignated ARTICLE THIRTEENTH;
(e) ARTICLE SEVENTH shall be amended by deleting the word "SEVENTH" and substituting therefor the word "FOURTEENTH" so that ARTICLE SEVENTH shall be redesignated ARTICLE FOURTEENTH.
5. The members and Board of Directors of the Corporation have declared that it would be in the best interests of the corporation for its Certificate of Incorporation to be restated so that all of the above amendments are reflected in one current document. Therefore, the Certificate of Incorporation is hereby restated as amended to read as set forth in full in Exhibit A. Pursuant to Section 805 (c) of the Not-for-Profit Corporation Law of the State of New York ARTICLES SIXTH and SEVENTH (restated as THIRTEENTH and FOURTEENTH) of the original Certificate of Incorporation of the Corporation have not been included in the restated Certificate of Incorporation of the Corporation.
6. At meetings held on October 16, 1999, and April 17, 2000, the Board of Directors and the members of the Corporation, respectively, adopted, by resolution, the foregoing amendments to the Certificate of Incorporation of the Corporation and authorized the restatement of the Certificate of Incorporation of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by and attested by its Secretary-Treasurer, thereunto duly authorized this 17th day of April 2000.